Frugalpac Limited: terms and conditions for the sale of Frugal products
Last updated date: September 2020
1. Definitions and interpretation
Business Day: any day, other than a Saturday or Sunday, when banks are open for general business in England & Wales.
Conditions: the terms and conditions set out in this document, as amended from time to time pursuant to Condition 11.3.
Contract: the contract, consisting of the Order, the Order Confirmation, and these Conditions, between Frugalpac as seller and the Customer as buyer of the Goods.
Customer: the person or firm who is buying the Goods from Frugalpac.
Delivery Date(s): the date(s) specified in the Order Confirmation as the date(s) for the delivery of the Goods to the Delivery Location.
Frugalpac: Frugalpac Limited, a company incorporated in England & Wales with company registration number 7600690 and with its registered office at Frugal House, 30 Wharfedale Road, Ipswich, Suffolk, IP1 4JP.
Goods: the type and quantity of Frugal products described in the Order Confirmation.
Incoterm: one of the rules set out in the Incoterms Rules 2010, published by the International Chamber of Commerce.
Intellectual Property Rights: all inventions, patents, utility models, designs (both registered or unregistered), database rights, copyright and related rights, trade marks (both registered and unregistered), rights in relation to get up and confidential information (including trade secrets), together with all rights in or to the same (including rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature).
Order: the order made by the Customer (a) through the Frugalpac.com website or (b) by responding to a quotation provided by Frugalpac.
Order Confirmation: the notice, entitled “Confirmation Notice”, which confirms the details of the Order and is delivered by email or other electronic means by Frugalpac to the Customer.
Specification: the current sales specification for the Goods which Frugalpac will deliver to the Customer by email or other electronic means if the Customer requests.
(a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re- enacted.
(b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) A reference to writing or written includes emails.
2. Applications of Conditions
2.1 These Conditions apply to every Order made by a Customer, unless specifically agreed in writing. Please note, these Conditions can change from time to time, and it is up to the Customer to check the latest version of these Conditions displayed on the Frugalpac.com website before ordering Goods in case there are any changes. The Conditions displayed on the Frugalpac.com website at the time when the Customer submits an Order (which are identified by the “Last Updated Date” at the top of these Conditions) will apply to the Contract between Frugalpac and the Customer.
2.2 If a Customer has any queries about these Conditions, the Customer should contact Frugalpac during normal office hours before submitting an Order.
2.3 The submission by a Customer of an Order constitutes an offer by the Customer to buy the Goods from Frugalpac in accordance with these Conditions.
2.4 By placing an Order with Frugalpac, the Customer agrees to these Conditions. The Order is not accepted by Frugalpac and shall not be legally binding until the earlier to occur of:
(a) Frugalpac sending an Order Confirmation to the Customer; and(b) Frugalpac sending an invoice to the Customer,
at which point the Contract shall come into existence. Once an Order is accepted, no Order may be cancelled, varied or suspended without the written agreement of
2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, Order Confirmation, invoice or other documentation or information issued by Frugalpac shall be subject to correction without any liability on the part of Frugalpac.
3. The Goods
3.1 Frugalpac warrants that at the time of delivery to the Delivery Location the Goods:
(a) correspond with the applicable Specification;
(b) are of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(c) are free from defects in materials and workmanship.
3.2 Except as expressly provided in these Conditions, all warranties, conditions and other terms implied by law are excluded to the extent permitted by law.
3.3 The warranties contained in Condition 3.1 shall not apply unless:
(a) in respect of defects which are apparent on inspection of the Goods, the Customer notifies Frugalpac in writing, setting out in reasonable detail the nature of the breach of warranty within 7 days after the delivery of the Goods; or
(b) in relation to defects that are not apparent on inspection of the Goods, the Customer notifies Frugalpac in writing, setting out in reasonable detail the nature of the breach of warranty within 14 days after the defect becomes apparent or ought to have become apparent to the Customer.
4.1 Frugalpac shall ensure that:
(a) the Goods are properly packed and secured in such manner as to enable them to reach the Delivery Location in good condition; and
(b) each delivery of the Goods is accompanied by a label which shows the type and quantity of the Goods being delivered.
4.2 Frugalpac shall use all reasonable endeavours to deliver the Goods:
(a) on the applicable Delivery Date;
(b) at the Delivery Location; and
(c) during the Customer’s normal business hours or as instructed by the Customer.
4.3 If Frugalpac is unable to meet the Delivery Date because of an event outside the control of Frugalpac, Frugalpac will contact the Customer with a revised Delivery Date.
4.4 Frugalpac shall not be liable to the Customer for any delay in the delivery of the Goods.
4.5 Delivery of the Goods shall be completed in accordance with the applicable Incoterm set out in the Order or, where none is stated, on completion of the unloading of the Goods at the Delivery Location.
4.6 Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately.
5. Remedies and limitations of liability
5.1 Subject to Condition 3.3, if the Goods do not comply with any of the warranties set out in Condition 3.1, the Customer may exercise any one or more of the following remedies:
(a) to reject the Goods (in whole or in part) and return them to Frugalpac at Frugalpac’s own risk and expense; or
(b) to require Frugalpac to replace the rejected Goods or to provide a full refund of the price of the rejected Goods (if paid).
5.2 These Conditions apply to any replacement Goods supplied by Frugalpac.
5.3 Except for death or personal injury caused by defective Goods, Frugalpac’s maximum liability to the Customer for all claims (whether arising in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise) arising out of or in connection with the sale of the Goods shall be limited to the price payable by the Customer for the Goods which are the subject of the claims. Frugalpac shall not be liable for:
(a) any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings);
(b) any loss of goodwill or reputation; or
(c) any special or indirect losses,
suffered or incurred by the Customer.
6. Title and risk
6.1 Title to the Goods shall pass to the Customer when the price for such Goods has been received by Frugalpac and risk in the Goods shall pass to the Customer on completion of Delivery.
6.2 After delivery of the Goods to the Customer, until the price for such Goods has been received by Frugalpac:
(a) the Customer shall hold the Goods on trust for Frugalpac;
(b) the Customer shall at all times keep the Goods insured on behalf of Frugalpac against loss or damage and shall hold the proceeds of any such insurance on trust for Frugalpac;
(c) the Customer shall hold the Goods as bailee for Frugalpac, storing the Goods (at no cost to Frugalpac) separately from any other goods and identifying the Goods as the property of Frugalpac;
(d) the Customer shall keep the Goods in good condition at its own expense; and
(e) the Customer shall permit any officer, employee, representative or agent of Frugalpac to enter, with or without vehicles, the Customer’s premises or other site where the Goods are located and to repossess the Goods.
7. Price and payment
7.1 The price of the Goods shall be the price set out in the Order Confirmation. The price reflects the limitations of liability set out in these Conditions.
7.2 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Frugalpac at the prevailing rate, subject to the receipt of a valid VAT invoice;
(b) includes the costs of packaging the Goods; and
(c) excludes the cost of arranging delivery of the Goods to the Delivery Location.
7.3 The charges for arranging the delivery the Goods to the Delivery Location, plus any applicable VAT, shall be set out in the Order Confirmation.
7.4 No extra charges shall be payable by the Customer unless agreed in writing by the Customer.
7.5 Frugalpac will invoice the Customer for price of the Goods and the delivery charges, plus any applicable VAT, when Frugalpac issues the Order Confirmation.
7.6 The Customer shall pay the price for the Goods and the delivery charges, plus any applicable VAT, (without deduction, abatement, set-off or counterclaim) when the Customer receives the Order Confirmation. Payment shall be made to the bank account set out in the Order Confirmation in the same currency as the price. The time for payment of Frugalpac’s invoices shall be of the essence of the Contract.
7.7 The Customer shall pay by:
(a) PayPal; or
(b) electronic funds transfer to the bank account set out in the Order Confirmation.
7.8 If the Customer fails to pay any Frugalpac invoice by the due date, the Customer shall pay interest (both before and after any judgement) on the overdue amount at the rate for the time being applicable under The Late Payment of Commercial Debts (Interest) Act 1998 (as amended). Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. The Customer shall pay the interest together with the overdue amount.
8. Intellectual Property Rights
8.1 Where any writing or other mark or design is applied to the Goods at the Customer’s request or in accordance with the Customer’s specification, the Customer shall indemnify Frugalpac against all loss, damages, costs and expenses incurred by Frugalpac arising out of or in connection with any resulting claim for infringement of any Intellectual Property Rights of any person.
8.2 The Customer acknowledges that all Intellectual Property Rights (except for those referred to in Condition 8.1) subsisting in or used in connection with the Goods are and shall remain the property of Frugalpac or such other third party as the case may be and the Customer has no property rights therein.
9.1 Frugalpac may terminate the Contract, without incurring any liability to the Customer, with immediate effect by giving written notice to the Customer if:
(a) the Customer is unable or admits its inability to pay its debts as they fall due, suspends or threatens to suspend making payments on any of its debts or, by reason of any actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;
(b) any corporate action, legal proceedings or other procedure or step is taken in relation to (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Customer, (ii) a composition, compromise, assignment or arrangement with any creditor of the Customer, (ii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or any similar officer in respect of the Customer or any of its assets, (iv) the enforcement of any security over any assets of the Customer or (v) any analogous procedure or step is taken in any jurisdiction regarding the Customer;
(c) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
(d) the Customer’s financial position deteriorates to such an extent that, in Frugalpac’s opinion, the Customer’s ability to perform its obligations under the Contract has been materially and adversely affected; or
(e) the Customer fails to pay any sum due under the Contract, including any accrued interest, in accordance with Condition 7.
9.2 Any such termination of the Contract, however arising, shall not affect any of the parties’ accrued rights and obligations, in particular Frugalpac’s right to be paid for the Goods delivered prior to such termination.
10. Force majeure
Frugalpac shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control, such as, for example, any strike, lock-out or other form of industrial action, failure of any utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any new law or regulation or government order, accident, breakdown of plant or machinery, fire, flood or storm, or pandemic. If the period of delay or non-performance continues for more than 30 days, the Customer may terminate the Contract by giving 60 days’ written notice to Frugalpac.
11.1 Assignment and other dealings
(a) Frugalpac may at any time assign, transfer, mortgage, charge, sub-contract or deal in any manner with any or all of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Frugalpac.
11.2 Entire agreement. These Conditions, together with the applicable Order and the Order Confirmation, contain the entire agreement between the parties and supersede any previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the sale of the Goods by Frugalpac to the Customer.
11.3 Amendment. No amendment of the Contract shall be effective unless it is agreed in writing and signed by or on behalf of each of the parties.
11.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.5 Severance. If any provision of the Contract is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired .
(a) Any notice to be given in connection with this Contract shall be in writing in English and shall either be delivered by hand or sent by first class post, email or other electronic means to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this paragraph.
(b) A notice sent according to paragraph (a) above shall be deemed to have been received (i) if delivered by hand, at the time of delivery, (ii) if sent by pre-paid first class post, the second day after posting or (iii) if sent by email or another electronic form, at the time of completion of transmission, except that, if a communication is received between 5.30pm on a Business Day and 9.30am on the next Business Day, it shall be deemed to be received at 9.30am on the second of such Business Days.
(c) This Condition does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.
11.7 Third party rights. A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy the benefit under, this Contract.
11.8 Governing law. The Contract and any non-contractual obligations arising out of or in connection with the Contract are governed by English law.
11.9 Jurisdiction. The courts of England shall have exclusive jurisdiction to settle any dispute (including non-contractual disputes) arising out of or in connection with the Contract or its subject matter or formation. Each party agrees that the courts of England are the most appropriate and convenient courts to settle such disputes and accordingly no party will argue to the contrary. Each party irrevocably consents to any process in any legal action or proceedings being served on it in accordance with the provisions of the Contract relating to the service of notices. Nothing in the Contract shall affect the right to serve process in any other manner permitted by law. Nothing shall limit the right of Frugalpac to take proceedings against the Customer in any court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude Frugalpac from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent required by the law of such other jurisdiction.